Vancouver, British Columbia–(Newsfile Corp. – November 10, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (FSE: 6E9) (the “Company” or “EMX”) is pleased to announce that the Supreme Court of British Columbia has granted the final order in connection with the Company’s plan of arrangement (the “Arrangement“) with Elemental Altus Royalties Corp. (TSXV: ELE) (OTCQX: ELEMF) (“Elemental Altus“) and 1554829 B.C. Ltd. (“Acquireco“), pursuant to which Elemental Altus will, among other things, indirectly through an amalgamation of EMX with Acquireco, acquire all of the issued and outstanding common shares of EMX.
Elemental Altus has filed an application to list its common shares on the Nasdaq Capital Market (“Nasdaq“) under the ticker symbol “ELE”. Due to the ongoing United States federal government shutdown, which presently includes the U.S. Securities and Exchange Commission (“SEC“), the Nasdaq has advised that it cannot further advance the listing application until such time as the SEC reopens to complete its review. EMX and Elemental Altus currently expect that the Nasdaq approval of Elemental Altus’s listing application should be forthcoming following the end of the government shutdown and reopening of the SEC and completion of its review process. Until trading commences on the Nasdaq, Elemental Altus’s common shares will continue to trade on the TSX Venture Exchange under the ticker symbol “ELE” and on the OTCQX Best Market under the ticker symbol “ELEMF”.
Subject to obtaining all required approvals and the satisfaction or waiver of all required conditions, the Arrangement is expected to close by mid-November 2025. Following closing of the Arrangement, the EMX shares are expected to be de-listed from the TSX Venture Exchange, NYSE American Exchange and Frankfurt Stock Exchange (the “De-Listing“). Following the De-Listing, it is anticipated that EMX will apply to cease to be a reporting issuer under applicable Canadian securities laws.
For a more detailed description of the Arrangement, please refer to EMX’s management information circular dated September 29, 2025, available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, and on the Company’s website at https://emxroyalty.com/investors/special-meeting/.
EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The EMX shares are listed on the NYSE American Exchange and TSX-V under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Cautionary Note Regarding Forward-Looking Information
This press release may contain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, (collectively, “forward-looking statements“) that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding EMX and the combined company’s plans and expectations with respect to the proposed Arrangement and the anticipated impact of the Arrangement on the combined company’s results of operations, financial position, growth opportunities and competitive position. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects,” “anticipates,” “believes,” “plans,” “projects,” “targets,” “schedules,” “forecasts,” “budget,” “estimates,” “assumes,” “intends,” “strategy,” “goals,” “objectives,” “potential,” “possible” or variations thereof or stating that certain actions, events, conditions or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the risk that any other condition to closing may not be satisfied or waived; the risk that the closing of the Arrangement might be delayed or not occur at all; the risk that either EMX or Elemental Altus may terminate the definitive arrangement agreement and either EMX or Elemental Altus is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of EMX or Elemental Altus, including those resulting from the completion of the Arrangement; the diversion of management time on Arrangement-related issues; the risk of tax consequences for Securityholders and Elemental Altus securityholders if the Arrangement does not qualify as a tax-deferred reorganization; the ultimate timing, outcome and results of integrating the operations of EMX and Elemental Altus; the effects of the business combination of EMX and Elemental Altus, including the combined company’s future financial condition, results, operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance its activities in the manner expected; the inability to satisfy the listing requirements to be listed on a U.S. stock exchange; the possibility that EMX or Elemental Altus fail to comply with applicable laws prior to the Arrangement which could subject the combined company to penalties; the risk that EMX or Elemental Altus may not receive the required stock exchange and regulatory approvals to effect the Arrangement; the risk of any litigation relating to the Arrangement; the fact that business disruption may be greater than expected following the public announcement or consummation of the Arrangement; the risk that the combined company does not result in a larger, well capitalized entity with a lower cost of capital which could prevent the combined company from pursuing further accretive royalty opportunities in the market; the absence of control over mining operations from which the Company will receive royalties or stream interests from; and risks related to those mining operations and royalty and stream interests, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in the EMX risk factors listed in EMX’s Management’s Discussion and Analysis for the six months ended June 30, 2025 and its Annual Information Form dated March 12, 2025 filed under EMX’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
EMX’s forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. Although the Company has attempted to identify important factors that could cause actual results to differ materially from the Company in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.
Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V.) accepts responsibility for the adequacy or accuracy of this press release.
Vancouver, British Columbia–(Newsfile Corp. – November 6, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (the “Company” or “EMX”) is pleased to announce that Kennecott Exploration Company (“KEX”), a subsidiary of the Rio Tinto Group, has exercised its option to purchase EMX’s Superior West Project, located in central Arizona, and in connection therewith EMX is in receipt of the final option payment of $3,407,383 and has been granted a 2.5% NSR royalty over the project.
EMX acquired the Superior West Project by staking open ground after target generation activities in the greater Superior and Globe-Miami porphyry districts, which ultimately resulted in the acquisition of multiple key property positions within these prolific districts. The project was optioned to KEX in 2015 and advanced through various field programs. KEX’s exercise of the option to purchase highlights the strength of EMX’s royalty generation model, in which targets and related mineral rights are acquired at minimal cost to shareholders, then advanced through partnerships with leading exploration and mining companies. EMX receives cash payments and retains royalty interests, expanding its growing global portfolio.
About EMX. EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The Company’s common shares are listed on the NYSE American Exchange and TSX Venture Exchange under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
Forward-Looking Statements This news release may contain “forward-looking statements” that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and budgets, mineral reserves and resource estimates, work programs, capital expenditures, timelines, strategic plans, market prices for precious and base metal, or other statements that are not statements of fact. When used in this news release, words such as “estimate,” “intend,” “expect,” “anticipate,” “will”, “believe”, “potential” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include, but are not limited to unavailability of financing, failure to identify commercially viable mineral reserves, fluctuations in the market valuation for commodities, difficulties in obtaining required approvals for the development of a mineral project, increased regulatory compliance costs, expectations of project funding by joint venture partners and other factors.
Vancouver, British Columbia–(Newsfile Corp. – November 4, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (FSE: 6E9) (the “Company” or “EMX”) is pleased to announce that shareholders of EMX (“Shareholders“) and optionholders of EMX who have been issued stock options under EMX’s existing stock option plan (“Optionholders“, and together with Shareholders, the “Securityholders“) have approved the plan of arrangement (the “Arrangement“) under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) (“BCBCA“) involving EMX, Elemental Altus Royalties Corp. (TSXV: ELE) (OTCQX: ELEMF) (“Elemental Altus“) and 1554829 B.C. Ltd. (“Acquireco“), pursuant to which Elemental Altus will, among other things, indirectly through an amalgamation of EMX with Acquireco, acquire all of the issued and outstanding common shares of EMX. The vote was passed at EMX’s special meeting of Securityholders (the “Meeting“) held earlier today.
The Arrangement was approved by (i) 98.83% of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, (ii) 98.95% of the votes cast by Shareholders and Optionholders, voting together as a single class, present in person or represented by proxy and entitled to vote at the Meeting, and (iii) 98.66% of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes cast by such Shareholders that were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The report of voting results will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
With the approval by the Securityholders, EMX will now seek a final order from the Supreme Court of British Columbia (“Court“) to approve the Arrangement at a hearing expected to be held on November 7, 2025. In addition to approval of the Court, completion of the Arrangement is subject to the Elemental Altus shareholders approving the Tether Concurrent Financing (received, as described below), applicable regulatory and exchange approval, and the satisfaction of certain other closing conditions customary for a transaction of this nature. Further, the completion of the Arrangement is subject to the conditional approval of the listing of the Elemental Altus Shares on a US stock exchange and the completion of the Tether Concurrent Financing. If all conditions are satisfied or waived, the Arrangement is expected to close by mid-November 2025.
As announced in Elemental Altus’ news release dated November 4, 2025, shareholders of Elemental Altus approved, among other things, an ordinary resolution in accordance with the ‘majority of the minority’ shareholder approval requirements set forth in Part 8 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and TSX Venture Exchange (“TSX-V”) Policy 5.9, approving a “related party” private placement of 7,502,502 common shares of Elemental Altus at a price of $18.38 (or US$13.33) per common share to Tether Investments S.A. de C.V. (“Tether“) for aggregate gross proceeds of approximately $137,896,000 (or approximately US$100 million) (the “Tether Concurrent Financing“). Completion of the Tether Concurrent Financing is subject to final approval of the TSX-V.
EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The EMX shares are listed on the NYSE American Exchange and TSX-V under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Cautionary Note Regarding Forward-Looking Information
This press release may contain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, (collectively, “forward-looking statements“) that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding EMX and the combined company’s plans and expectations with respect to the proposed Arrangement, the hearing and receipt of a final order from the Court to approve the Arrangement, expectations regarding the satisfaction or waiver of certain closing conditions, including the receipt of conditional approval of the listing of Elemental Altus Shares on a US stock exchange and completion of the Tether Concurrent Financing, the expected closing date of the Arrangement, and receipt of final approval of the TSX-V for the Tether Concurrent Financing. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects,” “anticipates,” “believes,” “plans,” “projects,” “targets,” “schedules,” “forecasts,” “budget,” “estimates,” “assumes,” “intends,” “strategy,” “goals,” “objectives,” “potential,” “possible” or variations thereof or stating that certain actions, events, conditions or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the risk that any other condition to closing may not be satisfied or waived; the risk that the closing of the Arrangement might be delayed or not occur at all; the risk that the Court does not issue a final order approving the Arrangement; the risk that either EMX or Elemental Altus may terminate the definitive arrangement agreement and either EMX or Elemental Altus is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of EMX or Elemental Altus, including those resulting from the completion of the Arrangement; the diversion of management time on Arrangement-related issues; the risk of tax consequences for Securityholders and Elemental Altus securityholders if the Arrangement does not qualify as a tax-deferred reorganization; the ultimate timing, outcome and results of integrating the operations of EMX and Elemental Altus; the effects of the business combination of EMX and Elemental Altus, including the combined company’s future financial condition, results, operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance its activities in the manner expected; the inability to satisfy the listing requirements to be listed on a U.S. stock exchange; the possibility that EMX or Elemental Altus fail to comply with applicable laws prior to the Arrangement which could subject the combined company to penalties; the risk that EMX or Elemental Altus may not receive the required Court, stock exchange and regulatory approvals to effect the Arrangement; the risk of any litigation relating to the Arrangement; the fact that business disruption may be greater than expected following the public announcement or consummation of the Arrangement; the risk that the combined company does not result in a larger, well capitalized entity with a lower cost of capital which could prevent the combined company from pursuing further accretive royalty opportunities in the market; the absence of control over mining operations from which the Company will receive royalties or stream interests from; and risks related to those mining operations and royalty and stream interests, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in the EMX risk factors listed in EMX’s Management’s Discussion and Analysis for the six months ended June 30, 2025 and its Annual Information Form dated March 12, 2025 filed under EMX’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
EMX’s forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. Although the Company has attempted to identify important factors that could cause actual results to differ materially from the Company in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.
Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V.) accepts responsibility for the adequacy or accuracy of this press release.
Your vote is important no matter how many EMX Shares and/or stock options you hold.
The Board of Directors of EMX recommends that Securityholders vote FOR the Arrangement Resolution.
In light of the current Canada Post strike, Securityholders are strongly encouraged to cast their votes online or by telephone.
For assistance in voting, please contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (collect, international), or by email at assistance@laurelhill.com.
Vancouver, British Columbia–(Newsfile Corp. – October 2, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (FSE: 6E9) (the “Company” or “EMX”) is pleased to announce today that in connection with the previously announced transaction (the “Arrangement“) with Elemental Altus Royalties Corp. (“Elemental Altus“) and 1554829 B.C. Ltd. (“Acquireco“), EMX has filed and commenced delivery of its notice of meeting, management information circular (the “Circular“) and related documents (collectively, the “Meeting Materials“) for the upcoming special meeting (the “Meeting“) of the holders of common shares of the Company (the “Shareholders“) and the holders of stock options of the Company (the “Optionholders“, and collectively with the Shareholders, the “Securityholders“).
Due to the Canada Post strike, the mailing and delivery of the Meeting Materials has been interrupted. In accordance with the terms of the Interim Order (as defined below) and in lieu of prepaid ordinary mail, this press release has been disseminated and an advertisement (the “Advertisement“) has been placed in today’s issue of The Globe and Mail newspaper.
EMX has implemented measures to ensure that the delivery or transmission of the proxies or other Meeting Materials by the Securityholders to EMX in relation to the Meeting may be made within the required time period and at no cost to the Securityholders, including by providing for the submission of proxies online or by telephone, as set out below.
Further, EMX has taken the following measures, at no cost to Securityholders, to ensure delivery or transmission of Meeting Materials to as many Securityholders as possible:
posted the Advertisement in The Globe and Mail newspaper;
couriered or emailed the Meeting Materials to all registered Shareholders in Canada;
couriered the Meeting Materials to beneficial Shareholders in Canada using a determined threshold;
emailed the Meeting Materials to Securityholders with available email addresses;
emailed intermediaries for further communication to beneficial Shareholders; and
disseminated this press release.
There is no anticipated interruption or delay in the delivery of the Meeting Materials to U.S. Securityholders.
In light of the current Canada Post strike, Securityholders are strongly encouraged to cast their votes online or by telephone.
The Meeting Materials can also be accessed under EMX’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, as well as on the Company’s website at https://emxroyalty.com/investors/special-meeting/. The Meeting Materials are also available for delivery to Securityholders without charge by email or by courier upon written request made to EMX (contact Laurel Hill per below).
The Arrangement and Meeting Details
On September 4, 2025, EMX, Elemental Altus and Acquireco entered into an arrangement agreement (the “Arrangement Agreement“), pursuant to which Elemental Altus has agreed to, indirectly through Acquireco, acquire all of the issued and outstanding common shares of EMX (“EMX Shares“) at an exchange ratio of 0.2822 Elemental Altus common shares (each, an “Elemental Altus Share“) for each EMX Share (the “Exchange Ratio“). Optionholders will receive replacement options of EMX, being exercisable to purchase from Elemental Altus a number of Elemental Altus Shares adjusted as to the number by the Exchange Ratio (rounded down to the nearest whole number of Elemental Altus Shares) and as to exercise price by the inverse of the Exchange Ratio (rounded up to the nearest whole cent). At the Meeting, Securityholders will be asked to consider, and if deemed advisable, to pass a special resolution (the “Arrangement Resolution“) to approve the Arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia).
EMX will hold the Meeting on November 4, 2025, at 10:00 a.m. (Vancouver time) at the offices of Cassels Brock & Blackwell LLP at Suite 2200, RBC Place, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8. The Meeting can also be accessed via live webcast at meetnow.global/M2JX4WC. The record date for Securityholders entitled to notice of, and to attend and vote at, the Meeting is September 25, 2025. Only Securityholders who are present in person and entitled to vote at the Meeting are able to vote during the Meeting. Any Securityholder attending the Meeting via the live webcast will not be able to vote at the Meeting.
Interim Order
The Company is pleased to announce that the Supreme Court of British Columbia (the “Court“) has granted an interim order (the “Interim Order“) regarding the Arrangement which authorizes EMX to proceed with the Meeting and addresses other Meeting-related matters. A copy of the Interim Order is included in the Circular. Subject to receipt of the requisite approvals by Securityholders at the Meeting, it is expected that EMX will apply for a final order of the Court approving the Arrangement on November 7, 2025.
Reasons for the Arrangement and Board Recommendation
Top Quality, Globally Diversified Portfolio. The combined company will create a peer-leading revenue generating royalty company with combined revenue guidance of US$70 million in 2025 and analyst consensus revenue of US$80 million in 20261, underpinned by strong growth visibility.
Meaningful Scale. The combined company results in a larger, well capitalized entity with a lower cost of capital, positioned to pursue further accretive royalty opportunities in the market.
Future Growth. The combined company is expected to benefit from complementary management expertise, uniting Elemental Altus’ proven track record of accretive royalty acquisitions with EMX’s disciplined royalty generation and acquisition capabilities.
Support of Directors, Officers and Shareholders. The boards of directors of each of EMX and Elemental Altus (subject to abstentions where legally required) and the special committee of the board of directors of EMX have unanimously recommended support for the Arrangement. Additionally, the directors and senior officers and certain shareholders of each of EMX and Elemental Altus have entered into voting and support agreements pursuant to which they have agreed, among other things, to vote in favour of the Arrangement Resolution at the Meeting and in favour of certain resolutions at the special meeting of Elemental Altus shareholders to be held on November 4, 2025, as applicable.
Negotiated Transaction. The Arrangement Agreement is the result of a comprehensive negotiation process with respect to the key elements of the Arrangement Agreement and plan of arrangement, which includes terms and conditions that are reasonable in the judgment of the board of directors of EMX and the special committee of the board of directors of EMX. The Arrangement provides for a 21.5% premium on the 20 day volume weighted average price to Shareholders as of September 4, 2025 and management of EMX who will be taking on management positions with the combined company, including the CEO and CFO roles.
The Board of Directors (subject to abstentions where legally required) of EMX unanimously recommends that Securityholders vote FOR the Arrangement Resolution.
How to Vote
Registered Securityholders
Non-Registered Shareholders
EMX Shares and/or EMX options held in own name and represented by a physical certificate or DRS.
EMX Shares held with a broker, bank or other intermediary.
Dial the applicable number listed on the voting instruction form.
Securityholders are encouraged to read the Circular in its entirety and vote their EMX shares and/or EMX options as soon as possible ahead of the proxy voting deadline on October 31, 2025 at 10:00 a.m. (Vancouver time) (which deadline may be waived by EMX).
To ensure your vote is received in a timely manner, Securityholders are strongly encouraged to cast their votes online or by telephone. Securityholders who require voting assistance may contact EMX’s proxy solicitation agent, Laurel Hill Advisory Group at the contact information below. Additionally, Laurel Hill Advisory Group will reach out to Securityholders to assist with voting and utilize Broadridge’s QuickvoteTM offering to take votes directly over the phone from eligible beneficial Shareholders. Beneficial Shareholders who have not received their voting instruction form with their unique control number may contact their broker and request this number to vote online or contact Laurel Hill Advisory Group.
While the Canada Post strike is ongoing, registered Shareholders who wish to deposit their letters of transmittal, share certificates and other required documentation, as applicable, should use courier services or hand deliver such documentation to the depositary, Computershare Investor Services Inc., at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6.
Securityholder Questions
Securityholders who have any questions or require assistance with voting may contact Laurel Hill Advisory Group, EMX’s proxy solicitation agent and Securityholder communications advisor:
Laurel Hill Advisory Group Toll Free: 1-877-452-7184 (for Securityholders in North America) International: +1 416-304-0211 (for Securityholders outside Canada and the US) By Email: assistance@laurelhill.com
EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The EMX Shares are listed on the NYSE American Exchange and TSX-V under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Cautionary Note Regarding Forward Looking Information
This press release may contain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, (collectively, “forward-looking statements”) that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding the Meeting; the mailing and filing of the Meeting Materials, including the Canada Post strike and its effect on the mailing of the Meeting Materials; the approval of the Arrangement by Securityholders; the application for a final order of the Court approving the Arrangement; timing for closing of the Arrangement; EMX and the combined company’s plans and expectations with respect to the proposed Arrangement; the accuracy of the pro forma financial position and outlook of the combined company following completion of the Arrangement; the expected benefits of the new board and management team of the combined company; and the anticipated impact of the Arrangement on the combined company’s results of operations, financial position, growth opportunities and competitive position. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects,” “anticipates,” “believes,” “plans,” “projects,” “targets,” “schedules,” “forecasts,” “budget,” “estimates,” “assumes,” “intends,” “strategy,” “goals,” “objectives,” “potential,” “possible” or variations thereof or stating that certain actions, events, conditions or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the possibility that Securityholders may not approve the Arrangement; the risk that any other condition to closing may not be satisfied or waived; the risk that the closing of the Arrangement might be delayed or not occur at all; the risk that the Court does not issue a final order approving the Arrangement; the risk that either EMX or Elemental Altus may terminate the Arrangement Agreement and either EMX or Elemental Altus is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of EMX or Elemental Altus, including those resulting from the announcement or completion of the Arrangement; the diversion of management time on Arrangement-related issues; the risk of tax consequences for Securityholders and Elemental Altus securityholders if the Arrangement does not qualify as a tax-deferred reorganization; the ultimate timing, outcome and results of integrating the operations of EMX and Elemental Altus; the effects of the business combination of EMX and Elemental Altus, including the combined company’s future financial condition, results, operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance its activities in the manner expected; the inability to satisfy the listing requirements to be listed on a U.S. stock exchange; the possibility that EMX or Elemental Altus fail to comply with applicable laws prior to the Arrangement which could subject the combined company to penalties; the risk that EMX or Elemental Altus may not receive the required Court, stock exchange and regulatory approvals to effect the Arrangement; the risk of any litigation relating to the Arrangement; the fact that business disruption may be greater than expected following the public announcement or consummation of the Arrangement; the risk that the combined company does not result in a larger, well capitalized entity with a lower cost of capital which could prevent the combined company from pursuing further accretive royalty opportunities in the market; the absence of control over mining operations from which the Company will receive royalties or stream interests from; and risks related to those mining operations and royalty and stream interests, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in the EMX risk factors listed in EMX’s Management’s Discussion and Analysis for the six months ended June 30, 2025 and its Annual Information Form dated March 12, 2025 filed under EMX’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
EMX’s forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. Although the Company has attempted to identify important factors that could cause actual results to differ materially from the Company in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.
1 Based on figures (i) with respect to EMX from National Bank Financial Inc. and as of August 12, 2025, and (ii) with respect to Elemental Altus from each of Raymond James Ltd. and National Bank Financial Inc. as of August 19, 2025 and from Canaccord Genuity Corp. as of May 26, 2025.
LONDON, Oct. 2, 2025 /PRNewswire/ — ACG announces that the net smelter return royalty agreement dated 17 July 2019 (the “Royalty Agreement“) originally entered into between Lidya Madencilik Sanayi ve Ticaret A.Ş. (which assigned its interest to ACG Holdco 1 Limited), Polimetal Madencilik Sanayi ve Ticaret A.Ş. (“Polimetal“) and Alacer Gold Madencilik A.Ş (which assigned its interest to EMX Royalty Corporation (“EMX“)) in respect of production at the Gediktepe mine was amended and restated (the “Amended Royalty Agreement“) on 30 September 2025. The amendment is the result of a consensual agreement with EMX on terms that are mutually beneficial to all parties.
Under the terms of the Amended Royalty Agreement and related documents:
With effect from 1 January 2026, the terms of the oxide and sulphide royalties have been simplified, with the oxide royalty percentage being decreased from 10% to 2.25% and the sulphide royalty percentage being increased from 2% to 2.25% on all sulphide production.
Each of ACG and Polimetal has been released from its obligations to make certain milestone payments (the “Milestone Payments“) linked to the commencement of sulphide commercial production at the Gediktepe mine (in an aggregate amount of US$ 6 million) to EMX in 2026.
The adjustment to the royalty terms will provide substantial benefits to the group as it forges ahead with the transition from oxide to sulphide production at the Gediktepe mine. In particular:
The amendments to the Royalty Agreement should result in a significant reduction in all in sustaining costs (AISC) on the remaining oxide ore produced at the Gediktepe mine from 2026.
The reduction in the high oxide royalty percentage and release of the obligation to make the Milestone Payments should considerably strengthen the group’s short term cash flows and enable it to increase its cash buffer in 2026 while the Gediktepe mine transition is completed.
The royalty percentage applicable to any future oxide production following a potential LOM extension at Gediktepe will decrease from 10% to 2.25%.
Patrick Henze, Chief Financial Officer of ACG said:
“We are very pleased to have completed the process of amending our royalty arrangements with EMX and believe that the amended royalty terms leave us well positioned to navigate the transition from oxide to sulphide production in the near term. We are thankful to EMX for its constructive and collaborative approach during this process and look forward to continuing our mutually beneficial partnership.”
Inside information
The information contained within this announcement is considered by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.
Forward looking statements
This announcement may contain certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“). Forward-looking statements are identified by their use of terms and phrases such as “believe”, “targets”, “expects”, “aim”, “anticipate”, “project”, “would”, “could”, “envisage”, “estimate”, “intend”, “may”, “plan”, “will” or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements in this announcement are based on current expectations and are subject to known and unknown risks and uncertainties that could cause actual results, performance and achievements to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Group and the environment in which it is and will operate in the future. All subsequent oral or written forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. Each forward-looking statement speaks only as of the date of this announcement. Except as required by applicable law, regulatory requirement, the UK Listing Rules and the Disclosure Guidance and Transparency Rules, neither the Company nor any other party intends to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
The person responsible for the release of this information on behalf of the Company is Artem Volynets, Chief Executive Officer.
About the Company
ACG Metals is a company with a vision to consolidate the copper industry through a series of roll-up acquisitions, with best-in-class ESG and carbon footprint characteristics.
In September 2024, ACG successfully completed the acquisition of the Gediktepe Mine which is expected to transition to primary copper and zinc production from 2026 and will target annual steady-state copper equivalent production of 20-25 kt. Gediktepe produced 55koz of AuEq in 2024.
ACG’s team has extensive M&A experience built through decades spent at blue-chip multinationals in the sector. The team brings a significant network as well as a commitment to ESG principles and strong corporate governance.
Vancouver, British Columbia–(Newsfile Corp. – September 9, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (the “Company” or “EMX”) is pleased to provide an update with respect to the previously announced sale of its Nordic operational platform (the “Transaction“) to First Nordic Metals Corporation (TSXV: FNM) (“FNM”), a current partner and operator on multiple EMX royalty properties in Sweden and Finland (see the Company’s News Release dated June 2, 2025). This strategic divestment includes EMX’s regional infrastructure, exploration equipment, and employees across the Nordic countries.
The Transaction is a non-arm’s length transaction pursuant to the policies of the TSX Venture Exchange (“TSXV“) as a result of the parties having a director in common and is therefore subject to acceptance of the TSXV. The Transaction has been conditionally accepted by the TSXV and the Company is proceeding with the satisfaction of the conditions required for the final acceptance of the Transaction which are standard for a transaction of this nature. Additionally, completion of the Transaction remains subject to clearance pursuant to the Swedish Foreign Direct Investment Act, which process is expected to be completed prior to the end of October 2025.
About EMX. EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The Company’s common shares are listed on the NYSE American Exchange and TSX Venture Exchange under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
Forward-Looking Statements
This news release may contain “forward-looking statements” and “forward-looking information” (together “forward-looking statements”) that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding receipt of final TSXV acceptance for the Transaction, timing and clearance of the Transaction pursuant to the Swedish Foreign Direct Investment Act, timing for completion of the Transaction or other statements that are not statements of fact. When used in this news release, words such as “estimate,” “intend,” “expect,” “anticipate,” “will”, “believe”, “potential” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include but are not limited to difficulties in obtaining required approvals for the Transaction, increased regulatory compliance costs and other factors.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified in this news release, and other risk factors and forward-looking statements listed in the Company’s MD&A for the quarter ended June 30, 2025 (the “MD&A”), and the most recently filed Annual Information Form (“AIF”) for the year ended December 31, 2024, actual events may differ materially from current expectations. More information about the Company, including the MD&A, the AIF and financial statements of the Company, is available on SEDAR+ at www.sedarplus.ca and on the SEC’s EDGAR website at www.sec.gov. EMX does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
Vancouver, British Columbia–(Newsfile Corp. – September 4, 2025) – Elemental Altus Royalties Corp. (TSXV: ELE) (OTCQX: ELEMF) (“Elemental Altus“) and EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (“EMX“, and together with Elemental Altus, the “Companies“) are pleased to announce that the Companies have entered into a definitive arrangement agreement dated September 4, 2025 (the “ArrangementAgreement“) whereby Elemental Altus will acquire all of the issued and outstanding common shares of EMX (the “EMX Shares“) pursuant to a court-approved plan of arrangement (the “Transaction“). The Merged Company (the “Merged Company“) will continue under the new name Elemental Royalty Corp.
Concurrently with and in support of the Transaction, Tether Investments S.A. de C.V. (“Tether“) and Elemental Altus have entered into a subscription agreement dated September 4, 2025 (the “Tether Subscription Agreement“) pursuant to which, among other things, Tether has agreed to purchase approximately 75 million Elemental Altus Shares at a price of C$1.84 per share for aggregate gross proceeds of US$1001 million (the “Tether Concurrent Financing“).
The Merged Company will have 16 producing royalties contributing to a projected approximate adjusted revenue2 of US$80 million in 2026, positioning the Merged Company as a new mid-tier streaming and royalty company.
Transaction Highlights and Strategic Rationale:
Top Quality, Globally Diversified Portfolio:
Creation of peer-leading revenue generating royalty company: combined revenue guidance of US$70 million in 2025 and analyst consensus revenue of US$80 million in 20263, underpinned by strong growth visibility;
Gold focused portfolio: adjusted revenue relating to a commodity split of 67% precious metals and 33% base metals on a latest quarter revenue basis providing exposure to record gold prices;
Strengthened asset portfolio: anchored by four cornerstone royalties with world-class operators;
Enhanced portfolio diversification: exposure to 16 paying royalties and 200 total royalties providing a balanced foundation of immediate cash flow and long-term upside;
Meaningful scale:
Larger, well capitalized entity: with lower cost of capital, positioned to pursue further accretive royalty opportunities in the market;
Graduating to the mid-tier: materially higher combined revenue than the junior royalty companies, filling a gap in the market left by recent industry consolidation;
Increased trading liquidity: combined trading liquidity and expected indexation demand to help close valuation gap with peers;
Poised for Future Growth:
Complementary management expertise: unites Elemental Altus’ proven track record of accretive royalty acquisitions with EMX’s disciplined royalty generation and acquisition capabilities to create a best-in-class leadership team;
Demonstrated shareholder support: Certain shareholders of EMX (including management) who hold approximately 23% of the outstanding EMX Shares have entered into voting support agreements and the Tether Concurrent Financing emphasizes strong confidence in the strategy and long-term vision of the Merged Company, and provides significant financial capacity to the Merged Company; and
Clear path forward: the Merged Company will be listed on the TSX Venture Exchange (“TSX-V“) under the ticker “ELE” with plans to pursue a US listing prior to the closing of the Transaction.
Elemental Altus and EMX will hold a joint conference call and webcast for investors and analysts on September 5, 2025, at 8am PT/11 am ET to discuss the Transaction. Details are provided at the end of this press release.
Frederick Bell, CEO of Elemental Altus, commented: “This transaction establishes one of the world’s premier gold focused emerging streaming and royalty companies, bringing together two complementary portfolios in a compelling combination. Elemental Altus’ portfolio, with a strategic emphasis on royalty acquisition, and with more than 75% of revenue associated with gold producing mines, is complemented by EMX’s revenue generating portfolio paired with their royalty generation business. The combination of two business that have each delivered over 17% compound annual growth rates in share price since their inception creates an enlarged company that is exceptionally well-placed to continue to grow in an accretive manner for shareholders. The support from Tether in the form of a US$100 million placement as well as the existing cashflow generation, provides the ability to pursue further valuable growth through acquisitions of the best opportunities in the sector. Both Elemental Altus’ and EMX’s shareholders will benefit from our cornerstone assets, greater scale, diversification, growth profile and trading liquidity.”
David Cole, CEO of EMX, commented: “The merger of Elemental Altus and EMX represents a superb opportunity to combine two royalty companies with accelerating revenue streams and a shared mindset of financial discipline in the pursuit of growth. The ethos of EMX from the founding of the company has been to expose shareholders to the ever increasing value of mineral rights around the world. We believe that growing a diverse portfolio of royalties is the most effective way to accomplish this goal. Royalties are phenomenal financial instruments that leverage commodity price exposure and the asymmetric upside of exploration success. The integration of EMX and Elemental’s portfolios are expected to greatly enhance shareholder value through increased liquidity, capital availability and importantly, discovery optionality across an expanded portfolio.”
Juan Sartori, Executive Chairman of Elemental Altus, commented: “Tether’s recent investment in Elemental Altus was based on its strategy of increasing gold exposure. We believed Elemental Altus was the ideal vehicle to execute on this strategy due to the company’s strong foundation of assets and disciplined approach to investments. We are even more excited about the Merged Company’s future following the combination with EMX, creating a platform for growth that is unmatched in the junior royalty space and allowing us to accelerate into the mid-tier royalty space. The Merged Company will have the cashflow generation and expertise to deploy capital on royalties and streams that continue to add value for all shareholders.”
Concurrently with the Transaction, Elemental Altus will complete the previously-approved consolidation of all of the issued and outstanding common shares of Elemental Altus (the “Elemental Altus Shares“) at a ratio of one (1) post-consolidation Elemental Altus Share for every 10 pre-consolidation Elemental Altus Shares (the “Consolidation“). Additional details of the timing for the Consolidation will be provided by Elemental Altus in a subsequent press release.
Under the terms of the Arrangement Agreement, shareholders of EMX will receive (a) 0.2822 Elemental Altus Shares for each EMX Share held immediately prior to the effective time of the Transaction (the “Effective Time“) if the Consolidation is completed prior to the Effective Time; or (b) 2.822 Elemental Altus Shares for each EMX Share, if the Consolidation is not completed prior to the Effective Time (the “Consideration“). Upon completion of the Transaction, including the Tether Concurrent Financing, existing Elemental Altus shareholders and former EMX shareholders will own approximately 51% and 49% of the outstanding common shares of the Merged Company, respectively, on a fully diluted basis. The implied market capitalization of the Merged Company is estimated at US$933m4.
Benefits for EMX Shareholders
Immediate upfront premium to near all-time high closing share price of 21.5% based on 20-day volume-weighted average prices and 9.8% based on spot prices5
Accretive to near term cash flow per share
Offers material ownership in combined larger cash flowing company with near term cash contributions from Elemental Altus’ portfolio
Diversification to Tier-1 Australian gold producing and near-producing assets
Exposure to gold focused royalty revenue from cornerstone assets, including Karlawinda
Optionality through Elemental Altus’ development royalty portfolio
Continued financial support of Tether for further acquisitions
Benefits for Elemental Altus Shareholders
Immediately accretive to net asset value (NAV) on a per share basis6
Provides exposure to unique long-life Timok royalty
Triples ownership of flagship Caserones royalty
Diversifies risk profile adding cornerstone assets in North America, South America and Europe
Combination with high-quality technical team will improve deal sourcing and organic origination of new royalties for low cost
Enhanced trading liquidity and capital markets exposure through size and planned US listing, providing access to new investors including index inclusion
Transaction Details
Pursuant to the terms and conditions of the Arrangement Agreement, EMX shareholders will receive (a) 0.2822 Elemental Altus Shares for each EMX Share held immediately prior to the Effective Time if the Consolidation is completed prior to the Effective Time; or (b) 2.822 Elemental Altus Shares for each EMX Share, if the Consolidation is not completed prior to the Effective Time as the Consideration.
The Consideration implies a premium of 9.8% based on the closing prices of the Elemental Altus Shares and EMX Shares, respectively, on the TSX-V on September 4, 2025, and a premium of 21.5% based on the 20-day volume-weighted average price of the Elemental Altus Shares and EMX Shares, respectively, on the TSX-V and US Exchanges as of September 4, 2025. The Consideration implies a total equity value for EMX of US$4567 million on a basic basis.
The Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Transaction will require the approval of at least (i) 66 2/3% of the votes cast at a special meeting of shareholders of EMX (the “EMX Special Meeting“); and (ii) if, and to the extent, required under applicable Canadian securities laws, a majority of the votes cast at a the EMX Special Meeting, excluding the votes attached to EMX Shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holder in Special Transactions (“MI 61-101“).
Upon completion of the Transaction, including the Tether Concurrent Financing, existing Elemental Altus and former EMX shareholders are expected to own approximately 51% and 49% of the Merged Company, respectively, on a basic basis.
Certain officers and directors and shareholders of EMX who hold approximately 23% of the outstanding EMX Shares have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their EMX Shares in favour of the Transaction.
Upon completion of the Transaction, the Merged Company will be renamed Elemental Royalty Corp. and remain headquartered in Vancouver, British Columbia. The Board of Directors will be comprised of three representatives from Elemental Altus and two representatives from EMX. Juan Sartori will continue as Executive Chairman and David Cole will serve as CEO of the Merged Company, while Frederick Bell will assume the role of President and COO.
In addition to approval of the EMX shareholders, completion of the Transaction is subject to approval of the Elemental Altus shareholders for the Tether Concurrent Financing (as described below), TSX-V, regulatory and court approvals and other customary closing conditions for Transactions of this nature. Further, the completion of the Transaction is subject to the conditional approval of the listing of the Elemental Altus Shares on a US stock exchange and the completion of the Tether Concurrent Financing. Any such US listing of the common shares of the Merged Company is subject to the Merged Company meeting the quantitative and qualitative requirements to list on a US stock exchange. The Arrangement Agreement includes customary deal protection provisions, including reciprocal non-solicitation and right to match provisions, and an approximately C$15.8 million termination fee, payable under certain circumstances.
None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act or other available exemptions and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
The full details of the Transaction will be described in the Companies’ respective management information circulars to be prepared in accordance with applicable securities legislation and made available in connection with the special meetings.
Tether Concurrent Financing
Concurrently with and in support of the Transaction, Elemental Altus has entered into the Tether Subscription Agreement, pursuant to which, among other things, Elemental Altus and Tether have agreed to complete the Tether Concurrent Financing. Proceeds from the Tether Concurrent Financing will be used to repay EMX’s credit facility, fund royalty acquisitions (including to pay the purchase price for Elemental Altus’ two recently announced royalty acquisitions, or to repay its credit facility to the extent drawn for that purpose) and provide capital for the Merged Company so that it is fully unlevered post-completion.
Tether is an insider and control person of the Company, and therefore the Tether Concurrent Financing constitutes a related party transaction as defined under MI 61‐101. The shareholders of Elemental Altus must approve each of (a) the Tether Concurrent Financing pursuant to the requirements of MI 61-101 (the “Elemental Altus Financing Resolution“), (b) Tether as a “Control Person” of Elemental Altus pursuant to policies of the TSX-V (the “Elemental Altus Control Person Resolution“); and (c) the change of Elemental Altus’ name to Elemental Royalty Corp. (the “Elemental Altus Name Change Resolution” and collectively, the “Elemental Altus Resolutions“).
The Elemental Altus Financing Resolution will require the approval of at least a simple majority of the votes cast at a special meeting of shareholders of Elemental Altus (the “Elemental Altus Special Meeting“), excluding the votes attached to Elemental Altus Shares held by Tether and any other persons required to be excluded pursuant to MI 61-101. The Elemental Altus Control Person Resolution will require the approval of at least a simple majority of the votes cast at the Elemental Altus Special Meeting, excluding votes attached to Elemental Altus Shares held by the Tether and its associates and affiliates. The formal valuation requirement under MI 61-101 does not apply to the Tether Concurrent Financing as Elemental Altus has relied on the exemption therefrom contained at section 5.5(b) of MI 61-101.
Certain officers and directors and shareholders of Elemental Altus who hold approximately 40% of the outstanding Elemental Altus Shares have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Elemental Altus Shares in favour of the Elemental Altus Resolutions.
The Tether Concurrent Financing is conditional on the approval of the Transaction at the EMX Special Meeting. The Tether Concurrent Financing is also subject to approval of the TSX-V, including Elemental Altus fulfilling the requirements of the TSX-V. The Elemental Altus Shares issued under the Tether Concurrent Financing will be subject to a four month and one day hold period, pursuant to securities laws in Canada, and have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any applicable securities laws of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Elemental Altus, nor shall there be any offer or sale of any securities of Elemental Altus in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The Tether Concurrent Financing will close concurrently with the closing of the Transaction, and such concurrent closing is a condition to the completion of closing the Transaction.
The full details of the Tether Concurrent Financing will be described in Elemental Altus’ management information circular to be prepared in accordance with applicable securities legislation and made available in connection with the special meeting.
The Elemental Altus Name Change Resolution will require the approval of at least 66 2/3% of the votes cast at the Elemental Altus Special Meeting. The Elemental Altus Name Change Resolution is not a condition to close the Transaction.
Timing
Subject to receiving the requisite court, regulatory and shareholder approvals as described above, the Transaction and the Tether Concurrent Financing are expected to close in the fourth quarter of 2025. In connection with and subject to closing of the Transaction and the Tether Concurrent Financing, it is expected that the EMX Shares will be delisted from the TSX-V and NYSE American, and that EMX will cease to be a reporting issuer under Canadian and U.S. securities laws.
Board of Directors Recommendations
The Board of Directors of Elemental Altus has unanimously approved the Transaction and (subject to the abstention of any conflicted director) the Tether Concurrent Financing and recommends that the shareholders of Elemental Altus vote in favour of the Elemental Altus Resolutions.
The Board of Directors of EMX (subject to the abstention of any conflicted director) and a special committee comprised solely of independent directors of EMX (the “EMX Special Committee“) have each unanimously determined that the Transaction is in the best interests of EMX and have approved the Transaction and recommend that the shareholders of EMX vote in favour of the Transaction.
Financial Advisors and Legal Counsel
National Bank Financial is acting as financial advisor to Elemental Altus. Fasken Martineau DuMoulin LLP is acting as legal advisor to Elemental Altus. Greenberg Traurig, LLP is acting as U.S. legal counsel to Elemental Altus. Bennett Jones LLP is acting as legal advisor to Tether.
GenCap Mining Advisory Ltd. has provided a fairness opinion to the Elemental Altus Board of Directors, stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the Consideration to be paid is fair, from a financial point of view, to Elemental Altus shareholders excluding Tether.
CIBC World Markets Inc. is acting as financial advisor to EMX. CIBC World Markets Inc. has provided a fairness opinion to the EMX Board of Directors, stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the Consideration under the Transaction is fair, from a financial point of view, to the shareholders of EMX.
Haywood Securities Inc. is acting as financial advisor to the EMX Special Committee. Haywood Securities Inc. has provided a fairness opinion to the EMX Special Committee, stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the Consideration to be received is fair, from a financial point of view, to the shareholders of EMX.
Cassels Brock & Blackwell LLP is acting as Canadian legal advisor to EMX. Crowell & Moring LLP is acting as U.S. legal advisor to EMX. Blake, Cassels & Graydon LLP is acting as legal advisor to the EMX Special Committee.
Conference Call and Webcast
Elemental Altus and EMX will hold a joint conference call and webcast for investors and analysts on September 5, 2025, at 8am PT/11 am ET to discuss the Transaction. Questions can be asked through a chat function.
Elemental Altus is an income generating precious metals royalty company with 10 producing royalties and a diversified portfolio of pre-production and discovery stage assets. The Company is focused on acquiring uncapped royalties and streams over producing, or near-producing, mines operated by established counterparties. The vision of Elemental Altus is to build a global gold royalty company, offering investors superior exposure to gold with reduced risk and a strong growth profile. The Elemental Altus Shares are listed on the TSX-V and OTCXQ under the symbol “ELE” and “ELEMF”, respectively. Please see www.elementalaltus.com for more information.
About EMX
EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The EMX Shares are listed on the NYSE American Exchange and TSX-V under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this press release.
This press release may contain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, (collectively, “forward-looking statements”) that reflect the Companies’ current expectations and projections about their future results. These forward-looking statements may include statements regarding guidance and long-term outlook, including future revenue, which are based on public forecasts and other disclosure by the third-party owners and operators of our assets or on the ‘Elemental Altus’ or EMX’s assessments thereof, including certain estimates based on such information; expectations regarding financial strength, trading liquidity, and capital markets profileof the Merged Company; the completion of the Tether Concurrent Financing; the completion of the Transaction and the timing thereof; the realization of synergies and expected premiums in connection with the Transaction, the identification of future accretive opportunities, permitting requirements and timelines; the value the Transaction will add for shareholders of the Companies; the future price of the common shares of the Merged Company; the receipt of required approvals for the Transaction and the Tether Concurrent Financing; the completion of the name change of Elemental Altus; the completion of the Consolidation and the timing thereof; the benefits of the Transaction to shareholders of Elemental Altus; the benefits of the Transaction to shareholders of EMX; the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act to the securities issuable pursuant to the Transaction; the listing of the Merged Company on a US stock exchange and the timing thereof; the timing and amount of estimated future royalty guidance; and the future price of gold. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects,” “anticipates,” “believes,” “plans,” “projects,” “estimates,” “assumes,” “intends,” “strategy,” “goals,” “objectives,” “potential,” “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect, including that no material disruption to production at any of the mineral properties in which the Companies’ have a royalty or other interest; that the Companies will receive all required approvals for the Transaction and the Tether Concurrent Financing in a timely manner; that synergies are realizable as between the Companies; estimated capital costs, operating costs, production and economic returns; estimated metal pricing; metallurgy, mineability, marketability and operating and capital costs; the expected ability of any of the properties in which the Companies hold a royalty, or other interest to develop adequate infrastructure at a reasonable cost; assumptions that all necessary permits and governmental approvals will remain in effect or be obtained as required to operate, develop or explore the various properties in which the Companies hold an interest; and the activities on any on the properties in which the Companies hold a royalty, or other interest will not be adversely disrupted or impeded by development, operating or regulatory risks or any other government actions.
Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, amongst others, failure to obtain any required regulatory and shareholder approvals with respect to the Transaction and the Tether Concurrent Financing; the inability to satisfy the conditions to closing the Transaction and the Tether Concurrent Financing; the inability to satisfy the listing requirements to be listed on a US stock exchange; volatility in the price of gold or other minerals or metals, discrepancies between anticipated and actual production with respect to portfolio assets; the accuracy of the mineral reserves, mineral resources and recoveries set out in the technical data published by the owners of portfolio assets; the absence of control over mining operations from which the Companies receive royalties, and risks related to those mining operations, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, activities by governmental authorities (including changes in taxation); currency fluctuations; the global economic climate; dilution; share price volatility and competition.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Companies to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the impact of general business and economic conditions, the absence of control over mining operations from which the Companies will receive royalties from, and risks related to those mining operations, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in (A) the Elemental Altus’ Annual Information Form dated August 18, 2025, filed under the Elemental Altus’ profile on SEDAR+ at www.sedarplus.ca; and (B) the EMX risk factors listed in EMX’s Management’s Discussion and Analysis for the six months ended June 30, 2025 and its Annual Information Form dated March 12, 2025 filed under EMX’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Although the Companies have attempted to identify important factors that could cause actual results to differ materially from those Companies in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Companies do not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.
Cautionary Statements to U.S. Securityholders
The financial information included or incorporated by reference in this press release or the documents referenced herein has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, which differs from US generally accepted accounting principles (“US GAAP”) in certain material respects, and thus are not directly comparable to financial statements prepared in accordance with US GAAP.
This press release and the documents incorporated by reference herein, as applicable, have been prepared in accordance with Canadian standards for the reporting of mineral resource and mineral reserve estimates, which differ from the previous and current standards of the United States securities laws. In particular, and without limiting the generality of the foregoing, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “inferred mineral resources,”, “indicated mineral resources,” “measured mineral resources” and “mineral resources” used or referenced herein and the documents incorporated by reference herein, as applicable, are Canadian mineral disclosure terms as defined in accordance with Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”).
The definitions of these terms, and other mining terms and disclosures, differ from the definitions of such terms, if any, for purposes of the United States Securities and Exchange Commission (“SEC”) disclosure rules for domestic United States Issuers (the “SEC Rules”), including the requirements of the SEC in Regulation S-K Subpart 1300 under the United States Securities Exchange Act of 1934, as amended. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multijurisdictional disclosure system, EMX is not required to provide disclosure on its mineral properties under the SEC Rules and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resource information and other technical information contained or incorporated by reference herein or documents incorporated by reference may not be comparable to similar information disclosed by United States companies subject to the SEC’s reporting and disclosure requirements for domestic United States issuers. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Under Canadian rules, estimates of inferred mineral resources are considered too speculative geologically to have the economic considerations applied to them to enable them to be categorized as mineral reserves and, accordingly, may not form the basis of feasibility or pre-feasibility studies, or economic studies except for a preliminary economic assessment as defined under NI 43-101. Investors are cautioned not to assume that part or all of an inferred mineral resource exists or is economically or legally mineable. In addition, United States investors are cautioned not to assume that any part or all of the EMX’s measured, indicated or inferred mineral resources constitute or will be converted into mineral reserves or are or will be economically or legally mineable.
The Elemental Altus shares to be issued to EMX shareholders pursuant to the Transaction have not been or will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and such securities are anticipated to be issued in reliance upon the exemption from such registration requirements provided by Section 3(a)(10) of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws.
Non-IFRS Measures
Adjusted Revenue Adjusted revenue is a non-IFRS financial measure, which is defined as including gross royalty revenue from associated entities holding royalty interests related to Elemental Altus’ and EMX’s effective royalty on the Caserones copper mine. Management uses adjusted revenue to evaluate the underlying operating performance of the Company for the reporting periods presented, to assist with the planning and forecasting of future operating results, and to supplement information in its financial statements. Management believes that in addition to measures prepared in accordance with IFRS such as revenue, investors may use adjusted revenue to evaluate the results of the underlying business, particularly as the adjusted revenue may not typically be included in operating results. Management believes that adjusted revenue is a useful measure of the Company performance because it adjusts for items which management believes reflect the Company’s core operating results from period to period. Adjusted revenue is intended to provide additional information to investors and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. It does not have any standardized meaning under IFRS and may not be comparable to similar measures presented by other issuers.
1 Exchange rate of C$1.00 = US$0.7231 (the “Exchange Rate“), being the indicative exchange rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada on September 4, 2025. 2 Adjusted revenue is a non-IFRS measure. Please refer to the “Non-IFRS Measures” section of this press release and Elemental Altus’ discussion of non-IFRS performance measures in its Management’s Discussion and Analysis for the quarter ended June 30, 2025 3 Based on figures (i) with respect to EMX from National Bank Financial Inc. and as of August 12, 2025, and (ii) with respect to Elemental Altus from each of Raymond James Ltd. And National Bank Financial Inc. as of August 19, 2025 and from Canaccord Genuity Corp. as of May 26, 2025. 4 Assuming approximately 629.4 million outstanding common shares of the Merged Company on the completion of the Transaction and the Tether Concurrent Financing, and based on the closing price of the Elemental Altus Shares on September 4. 2025 of C$2.05 per share, converted to US$ at the Exchange Rate 5 As at September 4, 2025 6 Average of available consensus NAV estimates as of September 4, 2025. 7 Assuming approximately 108.9 million outstanding EMX Shares as of the Effective Time and based on the closing price of the Elemental Shares on September 4. 2025 of C$2.05 per share, converted to US$ at the Exchange Rate.
Key Take-AwaysCenterra can earn up to 70% of the Lehman Butte project by investing US $30.0 million over eight (8) years in two stages, with committed US $2.0 million in expenditures within the first two (2) years.Scout will be operator with its internal teams at cost plus 20%; the Lehman Butte project is drill-ready with permits in hand.This agreement is the crystallization of Scout’s vertically integrated approach, which allows the Company to be paid to advance its own projects using in-house drill rigs and geologic team.Coeur d’Alene, Idaho – August 27, 2025 – Scout Discoveries Corp. (“Scout” or the “Company”) is pleased to announce the execution of a definitive agreement with Centerra Gold Inc. (“Centerra”). Under this agreement, Centerra has the right to earn up to a 70% interest in Scout’s Lehman Butte epithermal Au-Ag project (the “Project”), located in Custer County, Idaho, through a two-stage Earn-In structure, summarized below and in Table 1. All amounts referenced are in U.S. dollars.Earn-In Agreement HighlightsExecution Payment:Centerra will pay Scout $75,800 (2025 BLM Claim fees and underlying royalty) within thirty (30) business days following execution of the Agreement (August 8, 2025).Initial Stage 1 Earn-In Option: Centerra may earn an initial 51% interest in the Project by incurring a minimum of $15.0 million in qualifying work expenditures over the initial five (5) year period (the “First Option”), which includes:Funding of $500,000 and $1.5 million (a total of $2.0 million) in exploration expenditures on or before each of the first and second anniversaries of the agreement, respectively, as a firm commitment.An additional $13.0 million in qualifying exploration expenditures must be funded by the fifth anniversary of the agreement, bringing the total to $15.0 million.During the First Option, Scout will continue as the exploration and drilling operator for the Project, operating at cost plus 20% for the first $10.0 million and cost plus 15% thereafter.Centerra and Scout will each elect two representatives to a technical steering committee, which will meet quarterly to review budgets and monitor exploration progress.If Centerra does not complete the expenditure requirements of the First Option within five (5) years, 100% ownership of the project will revert back to Scout.Stage 2 Earn-In Option: Subject to Centerra having exercised the First Option, Centerra shall retain the sole right and option to earn an additional 19% ownership interest in the Project, for a total aggregate of 70% ownership interest (the “Second Option”), by:Sole-funding an additional $15.0 million in qualifying work expenditures over a three (3) year period following the First Option.Centerra has the option to assume operatorship of the Project and pay Scout a 10% fee on all expenditures or continue with Scout as operator at cost plus 20% for the first $10.0 million spent under the Section Option and cost plus 15% thereafter.Continued Advancement, Dilution of Ownership:To ensure the project continues to advance if either party elects to do so,following the completion of either the First Option or in the Second Option, if no exploration or development program is undertaken by Centerra within twelve (12) months, Scout maintains the right to propose such a program.If Centerra declines to fund the program, Scout may elect to fund it independently, and Centerra’s ownership will be diluted on a pro rata basis.If either party’s interest drops below 10%, its interest will be converted to a 2% NSR royalty, with 1% buyable upon commencement of commercial production at the net present value (5% discount rate) as defined by the feasibility study.Either party may convert its interest to a 2% NSR royalty at any time during the agreement or joint venture.
Curtis Johnson, Scout’s President and CEO commented, “This agreement with Centerra is the core of our business model. We generate the project, advance it through drill targeting, then partner with a strong group to aggressively drill the targets while staying directly engaged as operator through our vertically integrated platform. By drilling with our internal rigs and leveraging our geologic team, we move faster, drill more meters per dollar for ourselves and partners, and keep momentum and positive cash flow working for shareholders. This is a sustainable exploration model that will allow Scout to test more targets to overcome the low odds of making a tier one discovery.”
About the Lehman Butte ProjectThe Lehman Butte project, located in central Idaho (Figure 1), features extensive low-sulfidation epithermal veining and quartz-clay-adularia alteration within intermediate volcanic rocks, as well as jasperoid replacement in underlying Mississippian limestone. Exploration by the Scout team, during their tenure at EMX Royalty Corp. and with prior partners, has outlined a cohesive 1.5 x 3 km gold-in-soil anomaly. Rock chip samples have returned values up to 3.1 g/t Au and 19.8 g/t Ag (n=214, avg. 0.145 g/t Au and 4.8 g/t Ag). These results indicate bulk-tonnage style mineralization, centered around a zone of banded quartz-adularia feeder veins up to 2.5 m wide, mapped across 3 km of strike. Coincident magnetic, chargeability, and resistivity anomalies support the targets identified through surface sampling and mapping. The project is permitted for drilling, with primary targets including a bulk-tonnage Au-Ag deposit hosted in volcanics, as well as high-grade bonanza-style epithermal veins at depth.
Next Steps – Work ProgramIn fall 2025, the Scout team will collaborate with Centerra to design and execute an advanced-stage exploration program, funded by Centerra. This will include additional geologic mapping, surface rock sampling, soil sampling, and drone magnetics across the southern portion of the land position that has not yet been covered by these methods. These efforts will lead to a planned Phase I core drilling program in spring-summer 2026, targeting up to 5,000 meters within the primary target zone as outlined in Figure 2.
Execution of Additional Drilling ContractIn addition to the above, Scout has executed an all-in-drilling contract with Mammoth Minerals Limited to carry out an initial 1,500-meter core drilling program in Nevada, including core drilling, rig management, core logging and cutting, as well as TerraCore hyperspectral imaging. The Company has used funds from the advance payment for this program to acquire its fifth surface core drilling rig; an excellent condition, used Boart Longyear track-mounted LF-70.
Our Discovery‑to‑Partnership ModelDiscovery generator + vertical integration: Scout’s strategy combines the breadth of a prospect generator with the execution discipline of a major mining company. We advance projects internally, from mapping and geophysics through internal core drilling, with these costs offset by external contracts, then partner when scale and capital intensity increase on the project, preserving upside and accelerating timelines (Figure 3).Lower cost, more meters, aligned structure: Because we manage the full exploration stack in‑house (including drilling), we can reduce exploration costs by ~50–75% versus third‑party contractors. That efficiency lets us drill more meters per dollar and iterate targets faster, supporting rapid decision‑making across the portfolio. This structure is fully aligned with partners earning in on our projects, as Scout’s primary goal is to maximize exploration work done per dollar.Maintaining momentum through partnerships: When a project reaches the right inflection point, we partner with strong groups, such as Centerra at Lehman Butte, to scale work programs while staying directly engaged as operator. Under the Option Agreement, Scout is the initial Project Planner and Operator, enabling continuity of planning, permitting, and drilling cadence as capital ramps, and helping keep momentum squarely on advancing the asset.
About Centerra Gold Inc.Centerra Gold Inc. is a Canadian-based gold mining company focused on operating, developing, exploring and acquiring gold and copper properties in North America, Türkiye, and other markets worldwide. Centerra operates two mines: the Mount Milligan Mine in British Columbia, Canada, and the Öksüt Mine in Türkiye. The Company also owns the Kemess Project in British Columbia, Canada, the Goldfield Project in Nevada, United States, and owns and operates the Molybdenum Business Unit in the United States and Canada. Centerra’s shares trade on the Toronto Stock Exchange under the symbol CG and on the New York Stock Exchange under the symbol CGAU. The Company is based in Toronto, Ontario, Canada.
About Scout Discoveries Corp.Scout Discoveries Corp., headquartered in Coeur d’Alene, Idaho, is a private U.S. mineral exploration company with rights to twelve separate precious and base metal projects in the western U.S.A., comprising one of the largest unpatented claim holdings in the region, totaling over 50,000 acres. Scout’s vision is to bring the full discovery process in-house from idea generation through resource drilling, lowering costs and increasing efficiency. With this model, the Company can rapidly advance its project portfolio through discovery by leveraging its five internal core drill rigs and experienced technical teams. For further information visit: https://www.scoutdiscoveries.com/
Forward-looking StatementsCertain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to those risks set out in the Company’s public documents filed on EDGAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Vancouver, British Columbia–(Newsfile Corp. – August 20, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (the “Company” or “EMX”) congratulates AbraSilver Resource Corp. (“AbraSilver”) on its recent updated Diablillos mineral resource estimate (“MRE”) that increased total open pit constrained, oxide mineral resources to 199 million ounces of contained silver (+34%) and 1.72 million ounces of contained gold (+27%) in the measured and indicated (“MI”) categories.1,2 AbraSilver is also further enhancing project economics with ongoing drilling, advancing other priority initiatives (e.g., engineering optimization, investment incentives, among others), and is expected to receive EIA approval in the latter half of 2025 and on schedule to deliver a definitive feasibility study (“DFS”) for the Project in Q1 2026. EMX retains a 1% NSR royalty on the Diablillos Project, and all known mineralization occurs within EMX’s royalty ground.
The updated Diablillos MRE reports tank leach resources, which previously was the sole metallurgical processing assumption for the Project, as well as contributions from a maiden heap leach MRE. The additional heap leach resources represent a milestone advancement in converting near surface and peripheral lower grade “waste” material within the constraining open pit configuration to mineralization potentially recoverable via a low-cost processing route. AbraSilver reported total (i.e., tank and heap leach) oxide MI resources as 104 Mtonnes averaging 59 g/t silver and 0.51 g/t gold. The tank leach MI resources account for approximately 70% of the tonnes and over 90% of the contained silver and gold, with the heap leach resources contributing the balance which provides the potential to reduce the strip ratio and enhance project economics.
There were significant MI increases across all five resource deposits (i.e., Oculto, JAC, Fantasma, Laderas and Sombra) (see Figure 1 reference map), with the largest tonnage and contained metal increases driven by the JAC deposit, which is characterized by high-grade, near-surface silver-gold mineralization, as well as the Oculto deposit. The Sombra deposit, a recent discovery immediately south of Oculto and JAC, represents a first-time addition to the Project MRE totals.
There is significant district scale exploration upside at Diablillos with an ongoing Phase V 20,000 meter drill program scheduled for completion by early 2026. This program includes step-out drilling at Oculto East, JAC, and Sombra, as well as exploration drilling at the Cerro Viejo and Cerro Blanco porphyry targets.
EMX congratulates AbraSilver for its success in rapidly building value at the Diablillos royalty property. In addition to the significant increases in silver-gold mineral resources via drilling and metallurgical advancements, AbraSilver is currently evaluating other initiatives to further enhance project economics as inputs to the H1 2026 DFS (e.g., connecting to national grid for power, upgrading the fleet size, outsourcing waste movement, and optimizing TSF design to co-locate waste with tailings).3 Moreover, Diablillos is eligible for Argentina’s Incentive Regime for Large Investments (i.e., RIGI), which includes lower tax rates, elimination of export duties, and accelerated depreciation; an investment decision by Q2 2027 is required to fully qualify. Clearly, AbraSilver is on a fast track in advancing Diablillos to a production decision, and thereby unlocking the value of EMX’s royalty interest.
Comments on the Updated MRE. The updated Diablillos MRE reports total (i.e., tank and heap leach) measured resources of 33,218 Ktonnes @ 98 g/t Ag (105,050 Koz contained) and 0.59 g/t Au (634 Koz contained) and indicated resources of 70,686 Ktonnes @ 41 g/t Ag (93,593 Koz contained) and 0.48 g/t Au (1,081 Koz contained). In addition, the updated MRE includes total inferred resources of 19,628 Ktonnes @ 21 g/t Ag (13,427 Koz contained) and 0.38 g/t Au (241 Koz contained).
Comments on the December 2024 PFS. AbraSilver’s PFS study updated in December 2024 outlined an average 14 year life of mine with annual production of 7.6 Moz of silver and 72 Koz of gold yielding an NPV(5) of US$747 million, 28% IRR, and a two year payback using base case prices of $25.50/oz silver and $2,050/oz gold. Importantly, the PFS production profile over the first five years of full mine production averages 11.7 Moz silver and 59 Koz gold which underlines the Project’s early-stage potential for strong cash-flow generation and corresponding royalty payments to EMX. AbraSilver’s ongoing initiatives and sustained silver and gold bull market prices suggest significant additional Project upside.
About the Diablillos Silver-Gold Royalty Property. Diablillos is a high sulfidation silver-gold project located in the Puna region of Salta Province, Argentina. There are multiple mineralized zones in a district scale area covered by EMX’s uncapped 1% NSR royalty ground. Of note, in April of this year the Company received an early final property payment from AbraSilver totaling US$6.85 million.
Michael P. Sheehan, CPG, a Qualified Person as defined by National Instrument 43-101 and employee of the Company, has reviewed, verified and approved the disclosure of the technical information contained in this news release.
About EMX. EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The Company’s common shares are listed on the NYSE American Exchange and TSX Venture Exchange under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
Forward-Looking Statements This news release may contain “forward looking statements” that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and budgets, mineral reserves and resource estimates, work programs, capital expenditures, timelines, strategic plans, market prices for precious and base metal, or other statements that are not statements of fact. When used in this news release, words such as “estimate,” “intend,” “expect,” “anticipate,” “will”, “believe”, “potential” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include, but are not limited to unavailability of financing, failure to identify commercially viable mineral reserves, fluctuations in the market valuation for commodities, difficulties in obtaining required approvals for the development of a mineral project, increased regulatory compliance costs, expectations of project funding by joint venture partners and other factors.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified in this news release, and other risk factors and forward-looking statements listed in the Company’s MD&A for the quarter June 30, 2025 (the “MD&A”), and the most recently filed Annual Information Form (“AIF”) for the year ended December 31, 2024, actual events may differ materially from current expectations. More information about the Company, including the MD&A, the AIF and financial statements of the Company, is available on SEDAR at www.sedarplus.ca and on the SEC’s EDGAR website at www.sec.gov.
Figure 1. Diablillos Project Plan View of Mineral Resource Estimate (taken from Figure 2, AbraSilver news release dated July 29, 2025).
1 See AbraSilver news release dated July 29, 2025 and Appendix 1 of this news release 2 Increases referenced to the November 2023 MRE 3 See AbraSilver “August 2025” Corporate Presentation 4 See AbraSilver news release dated December 3, 2024
Vancouver, British Columbia–(Newsfile Corp. – August 11, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (the “Company” or “EMX”) is pleased to report results for the six months ended June 30, 2025 (in U.S. dollars unless otherwise noted). EMX delivered revenue and other income of $14.7 million, adjusted royalty revenue[1] of $19.0 million and adjusted EBITDA1 of $12.1 million.
Dave Cole, EMX CEO, commented, “For the first half of 2025 we achieved growth in adjusted royalty revenue and adjusted EBITDA, and strengthened our financial position through disciplined capital management and opportunistic share buybacks. With rising commodity prices and growing revenue, we have increased our 2025 revenue guidance as we continue our momentum into the second half of 2025.”
Q2 2025 Financial Highlights
Adjusted royalty revenue1 of $8.2 million, similar to comparative quarter;
Adjusted cash flows from operating activities1 of $9.0 million, up 570% from the comparative quarter primarily due to the collection of $6.9 million and $1.5 million in deferred payments from AbraSilver Resources and Aftermath Silver, respectively;
Adjusted EBITDA1 of $4.9 million, similar to comparative quarter, demonstrating strong cash flow conversion; and
Cash and cash equivalents as of June 30, 2025 of $17.2 million and working capital1 of $30.2 million, demonstrating financial flexibility for growth.
Summary of Financial Highlights for the Period Ended June 30, 2025 and 2024:
Three months ended June 30,
Six months ended June 30,
(In thousands)
2025
2024
2025
2024
Statement of Income (Loss)
Revenue and other income
$
6,239
$
6,005
$
14,661
$
12,245
General and administrative costs
(1,616
)
(1,694
)
(3,786
)
(3,842
)
Royalty generation and project evaluation costs, net
(2,176
)
(2,907
)
(4,678
)
(5,841
)
Net income (loss)
$
642
$
(4,022
)
$
1,902
$
(6,249
)
Statement of Cash Flows
Cash flows from operating activities
$
6,892
$
(514
)
$
8,181
$
513
Non-IFRS Financial Measures1
Adjusted revenue and other income
$
8,686
$
8,758
$
20,114
$
17,051
Adjusted royalty revenue
$
8,214
$
7,836
$
18,965
$
15,493
Adjusted cash flows from operating activities
$
8,978
$
1,341
$
11,884
$
4,002
EBITDA
$
3,065
$
(981
)
$
7,957
$
268
Adjusted EBITDA
$
4,949
$
4,639
$
12,050
$
7,862
GEOs sold
2,505
3,352
6,261
7,047
Key Strategic Developments
During the three months ended June 30, 2025, and the period subsequent to quarter end EMX completed several key transactions that demonstrate our strategy of incremental revenue growth and disciplined capital management. These key developments include:
In April 2025, the Company made a $10.0 million early repayment towards the Franco-Nevada credit facility, decreasing the principal outstanding from $35.0 million to $25.0 million;
In April 2025, the Company received an early Diablillos property payment from AbraSilver Resource Corp. totaling $6.9 million;
In June 2025 the Company received an early Berenguela property payment from Aftermath Silver Ltd. totaling $1.5 million;
The Company announced the sale of its Nordic operational platform to First Nordic Metals Corporation, a current partner of EMX and operator on multiple EMX royalty properties in Sweden and Finland. This strategic divestment included EMX’s infrastructure, exploration equipment and employees in the Nordic countries;
The Company executed an exploration alliance agreement in the country of Morocco with Avesoro Morocco Limited (“Avesoro”), a wholly owned subsidiary of Avesoro Holdings LTD, a privately owned, West Africa-focused mid-tier gold producer. In Morocco, EMX and Avesoro will work together to advance a portfolio of exploration projects that EMX has assembled and will cooperatively explore for new opportunities. Avesoro will fully fund the alliance activities, which will include the advancement of certain projects in the EMX Moroccan portfolio, as well as new projects identified by the alliance for acquisition; and
The Company commenced a new NCIB program during the quarter which allows for the repurchase and cancellation of 5,440,027 common shares over a 12-month period. We repurchased and cancelled 1,202,168 shares during the quarter for a total cost of $2.6 million. Subsequent to the end of the period, the Company repurchased 400,929 common shares under the new NCIB for a total cost of $1.2 million.
Outlook
Updated 2025 Guidance
Please see our “Forward-Looking Statements” below for more details on our guidance.
Updated 2025 Guidance[2]
Original 2025 Guidance[3]
GEO sales[4]
10,500 to 12,000
10,000 to 12,000
Adjusted royalty revenue3
$30,000,000 to $35,000,000
$26,000,000 to $32,000,000
Option and other property income
$1,000,000 to $2,000,000
$1,000,000 to $2,000,000
Based on the Company’s existing royalties and information available from its counterparties, we now expect GEO sales3 to range from 10,500 to 12,000 GEOs and adjusted royalty revenue3 to range from $30,000,000 to $35,000,000 in 2025. The noted increase in expected adjusted royalty revenue compared to the original guidance is due to the significant increases in metal prices to date in 2025.
Guidance is based on public forecasts, other disclosure by the owners and operators of our assets, historical performance and management’s understanding of the underlying producing assets. Additionally, the Company may receive information from the owners and operators of the properties, which the Company is not permitted to disclose to the public pursuant to the underlying agreement or the information has not been prepared in accordance with Canadian disclosure standards, including National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).
Capital Management
For 2025, EMX continues to believe that capital management is critical to the success of the business and therefore maintain the following capital allocation goals for 2025:
Approximately 20% decrease in operating expenditures when compared to 2024, primarily resulting from a decrease in generative expenditures, weighted toward the second half of 2025;
Continued return of capital through our renewed Normal-Course Issuer Bid program in 2025;
Implementation of a measured and consistent debt repayment strategy; and
Evaluation of a potential revolving credit facility available to EMX to fund royalty acquisitions.
Portfolio Growth
The drivers for near and long term growth in cash flow will come from the material producing assets at Caserones in Chile and Timok in Serbia. At Caserones, Lundin Mining Corporation (“Lundin”) has initiated an exploration program which is intended to expand mineral resources and mineral reserves while at the same time looking to increase throughput at the plant. At Timok, Zijin Mining Group Co. (“Zijin”) continues to develop the Lower Zone copper porphyry block cave project while continuing to produce from the high-grade Upper Zone. Zijin also announced the recently discovered high-grade Malka Golaja Copper-Gold Deposit south of the Cukaru Peki mine and within EMX’s royalty footprint. Analysis of recent satellite imagery over the Brestovac license, which contains the Cukaru Peki Mine and is covered by EMX’s royalty, shows substantial development of new drill pads with numerous drill rigs visible in the images in the southeast corner of the license where Malka Golaja is located.
We anticipate the recently announced $10,000,000 acquisition of a royalty on the Chapi Copper Mine property in Peru will begin contributing to royalty revenue in 2026. We are excited by the addition of a high-quality copper royalty to the portfolio that has excellent upside development and exploration potential located in the prolific Paleocene-Eocene copper-molybdenum porphyry belt of Southern Peru.
AbraSilver Resource Corp. continues to advance Diablillos in Argentina, announced that it expects to complete its definitive feasibility study by Q1 2026 and make a construction decision in the second half of 2026 and released an updated MRE in Q2 2025.
At the Vittangi Graphite development project, an appeals review process was recently concluded for the issuance of an Exploitation Concession, a key step in the mine permitting process in Sweden. Talga Group now has all major permits in force for their Nunasvaara South Mine, which is part of Europe’s largest and highest grade JORC classified natural graphite resource. At the Viscaria copper-iron-silver development project in Sweden, the Supreme Court of Sweden announced in April 2025 it will not grant leave to appeal Viscaria’s environmental permit. This decision means that Viscaria’s environmental permit can no longer be appealed and thus gains legal force. Viscaria now has all permits in place to start the construction of the industrial area including the enrichment plant, and to start operations in the mine. These developments are all examples of the upside optionality that exists throughout EMX’s global royalty portfolio.
EMX is well positioned to identify and pursue new royalty and investment opportunities, while continuing to grow a pipeline of royalty generation properties for partnership. As the Company continues to generate revenues from its producing royalty assets as well as from other option, advance royalty and pre-production payments across its global asset portfolio, various opportunities for capital redeployment will be evaluated. Such opportunities may include the direct acquisition of royalties, continued organic generation of royalties through partner funded projects and select strategic investments.
Results for the Three Months Ended June 30, 2025
In Q2 2025, the Company recognized $8.7 million and $8.2 million in adjusted revenue and other income1 and adjusted royalty revenue[5], respectively, which represented a 1% decrease and a 5% increase, respectively, compared to Q2 2024. The noted decrease in GEOs compared to 2024 is due to EMX’s heavy exposure to copper-based assets, specifically, Caserones and Timok. With copper prices being relatively stable, a significant increase in gold prices will have a negative impact on the GEOs of a copper-based asset.
The following table is a summary of GEOs1 sold and adjusted royalty revenue1 for the three months ended June 30, 2025 and 2024:
2025
2024
(In thousands)
GEOs Sold
Revenue (in thousands)
GEOs Sold
Revenue (in thousands)
Gediktepe
588
1,928
772
1,806
Caserones
746
$
2,447
1,178
$
2,753
Timok
496
1,625
678
1,586
Leeville
431
1,412
508
1,187
Other Producing Assets
221
725
204
478
Advanced royalty payments
23
77
11
26
Adjusted royalty revenue
2,505
$
8,214
3,352
$
7,836
Results for the Six Months Ended June 30, 2025
In 2025, the Company recognized $20.1 million and $19.0 million in adjusted revenue and other income1 and adjusted royalty revenue1, respectively, which represented a 18% and 22% increase, respectively, compared to 2024. The increase is largely due to a $1.4 million increase in royalty revenue from Gediktepe and a $0.6 million increase in the Company’s share of royalty revenue from Caserones when compared to 2024.
The following table is a summary of GEOs1 sold and adjusted royalty revenue1 for the six months ended June 30, 2025 and 2024:
2025
2024
(In thousands)
GEOs Sold
Revenue (in thousands)
GEOs Sold
Revenue (in thousands)
Gediktepe
2,092
6,233
2,216
4,796
Caserones
1,796
$
5,453
2,168
$
4,806
Timok
1,049
3,208
1,290
2,853
Leeville
748
2,322
925
2,051
Other Producing Assets
511
1,555
336
750
Advanced royalty payments
64
194
113
237
Adjusted royalty revenue
6,261
$
18,965
7,047
$
15,493
Shareholder Information – The Company’s filings for the year are available on SEDAR+ at www.sedarplus.ca, on the U.S. Securities and Exchange Commission’s EDGAR website at www.sec.gov, and on EMX’s website at www.EMXroyalty.com. Financial results were prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board.
About EMX – EMX is a precious, and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The Company’s common shares are listed on the NYSE American Exchange and TSX Venture Exchange under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
Forward-Looking Statements
This news release may contain “forward looking information” or “forward looking statements” that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding the future price of copper, gold and other metals, the estimation of mineral reserves and mineral resources, realization of mineral reserve estimates, the timing and amount of estimated future production, the Company’s growth strategy and expectations regarding the guidance for 2025 and future outlook, including revenue and GEO estimates, anticipated reductions in operating expenditures, repayment of outstanding debt and the timing thereof, the acquisition of additional royalty and royalty generation interests and other investment opportunities, the purchase of securities pursuant to the Company’s NCIB, exploration and development plans at the Company’s royalty properties and the expected timing thereof or other statements that are not statements of fact. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects,” “anticipates,” “believes,” “plans,” “projects,” “estimates,” “assumes,” “intends,” “strategy,” “goals,” “objectives,” “potential,” “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect, including disruption to production at any of the mineral properties in which the Company has a royalty, or other interest; estimated capital costs, operating costs, production and economic returns; estimated metal pricing (including the estimates from theCIBC Global Mining Group’s Consensus Commodity Price Forecasts published on March 3, 2025 and July 1, 2025), metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying the Company’s resource and reserve estimates; the expected ability of any of the properties in which the Company holds a royalty, or other interest to develop adequate infrastructure at a reasonable cost; assumptions that all necessary permits and governmental approvals will remain in effect or be obtained as required to operate, develop or explore the various properties in which the Company holds an interest; and the activities on any on the properties in which the Company holds a royalty, or other interest will not be adversely disrupted or impeded by development, operating or regulatory risks or any other government actions.
Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, amongst others, failure to maintain or receive necessary approvals, changes in business plans and strategies, market conditions, share price, best use of available cash, copper, gold and other commodity price volatility, discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries, mining operational and development risks relating to the parties which produce the gold or other commodity the Company will purchase, regulatory restrictions, activities by governmental authorities (including changes in taxation), currency fluctuations, the global economic climate, dilution, share price volatility and competition.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the impact of general business and economic conditions, the absence of control over mining operations from which the Company will receive royalties from, and risks related to those mining operations, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in the Company’s MD&A for the quarter ended June 30, 2025, and the most recently filed Annual Information Form (“AIF”) for the year ended December 31, 2024, actual events may differ materially from current expectations. More information about the Company, including the MD&A, the AIF and financial statements of the Company, is available on SEDAR+ at www.sedarplus.ca and on the SEC’s EDGAR website at www.sec.gov. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.
Future-Oriented Financial Information
This news release may contain future-oriented financial information (“FOFI”) within the meaning of Canadian securities legislation, about prospective results of operations, financial position, GEOs and anticipated royalty payments based on assumptions about future economic conditions and courses of action, which FOFI is not presented in the format of a historical balance sheet, income statement or cash flow statement. The FOFI has been prepared by management to provide an outlook of the Company’s activities and results and has been prepared based on a number of assumptions including the assumptions discussed under the headings above entitled “Outlook” and “Forward-Looking Statements” and assumptions with respect to the future metal prices, the estimation of mineral reserves and resources, realization of mineral reserve estimates and the timing and amount of estimated future production. Management does not have, or may not have had at the relevant date, or other financial assumptions which may have been used to prepare the FOFI or assurance that such operating results will be achieved and, accordingly, the complete financial effects are not, or may not have been at the relevant date of the FOFI, objectively determinable.
Importantly, the FOFI contained in this news release are, or may be, based upon certain additional assumptions that management believes to be reasonable based on the information currently available to management, including, but not limited to, assumptions about: (i) the future pricing of metals, (ii) the future market demand and trends within the jurisdictions in which the Company or the mining operators operate, and (iii) the operating cost and effect on the production of the Company’s royalty partners. The FOFI or financial outlook contained in this news release do not purport to present the Company’s financial condition in accordance with IFRS, and there can be no assurance that the assumptions made in preparing the FOFI will prove accurate. The actual results of operations of the Company and the resulting financial results will likely vary from the amounts set forth in the analysis presented in any such document, and such variation may be material (including due to the occurrence of unforeseen events occurring subsequent to the preparation of the FOFI). The Company and management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments as at the applicable date. However, because this information is highly subjective and subject to numerous risks including the risks discussed under the heading above entitled “Forward-Looking Statements” and under the heading “Risk Factors” in the Company’s public disclosures, FOFI or financial outlook within this news release should not be relied on as necessarily indicative of future results.
Non-IFRS Financial Measures
The Company has included certain non-IFRS financial measures in this press release, as discussed below. EMX believes that these measures, in addition to conventional measures prepared in accordance with IFRS, provide investors an improved ability to evaluate the underlying performance of the Company. These non-IFRS financial measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These financial measures do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers.
Non-IFRS financial measures are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”) as a financial measure disclosed that (a) depicts the historical or expected future financial performance, financial position or cash flow of an entity, (b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity, (c) is not disclosed in the financial statements of the entity, and (d) is not a ratio, fraction, percentage or similar representation. A non-IFRS ratio is defined by NI 52-112 as a financial measure disclosed that (a) is in the form of a ratio, fraction, percentage or similar representation, (b) has a non-IFRS financial measure as one or more of its components, and (c) is not disclosed in the financial statements.
The following table outlines the non-IFRS financial measures, their definitions, the most directly comparable IFRS measures and why the Company use these measures.
Non-IFRS financial measure
Definition
Most directly comparable IFRS measure
Why we use the measure and why it is useful to investors
Adjusted revenue and other income
Defined as revenue and other income including the Company’s share of royalty revenue related to the Company’s effective royalty on Caserones.
Revenue and other income
The Company believes these measures more accurately depict the Company’s revenue related to operations as the adjustment is to account for revenue from a material asset
Adjusted royalty revenue
Defined as royalty revenue including the Company’s share of royalty revenue related to the Company’s effective royalty on Caserones.
Royalty revenue
Adjusted cash flows from operating activities
Defined as cash flows from operating activities plus the cash distributions related to the Company’s effective royalty on Caserones.
Cash flows from operating activities
The Company believes this measure more accurately depicts the Company’s cash flows from operations as the adjustment is to account for cash flows from a material asset.
Gold equivalent ounces (GEOs)
GEOs is a non-IFRS measure that is based on royalty interests and calculated on a quarterly basis by dividing adjusted royalty revenue by the average gold price during such quarter. The gold price is determined based on the LBMA PM fix. For periods longer than one quarter, GEOs are summed for each quarter in the period.
Royalty revenue
The Company uses this measure internally to evaluate our underlying operating performance across the royalty portfolio for the reporting periods presented and to assist with the planning and forecasting of future operating results.
Earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted EBITDA
EBITDA represents net earnings or loss for the period before income tax expense or recovery, depreciation and amortization, finance costs. Adjusted EBITDA adds all revenue from the Caserones Royalty less any equity income from the equity investment in SLM California (Caserones Royalty holder). Additionally, it removes the effects of items that do not reflect our underlying operating performance and are not necessarily indicative of future operating results. These may include: share based payments expense; unrealized and realized gains and losses on investments; write-downs of assets; impairments or reversals of impairments; foreign exchange gains or losses; and other non-cash or non-recurring expenses or recoveries.
Earnings or loss before income tax
The Company believes EBITDA and adjusted EBITDA are widely used by investors and analysts as useful indicators of our operating performance, our ability to invest in capital expenditures, our ability to incur and service debt and also as a valuation metric.
Working capital
Defined as current assets less current liabilities. Working capital does not include assets held for sale and liabilities associated with assets held for sale
Current assets, current liabilities
The Company believes that working capital is a useful indicator of the Company’s liquidity.
Reconciliation of Adjusted Revenue and Other Income and Adjusted Royalty Revenue:
During the three and six months ended June 30, 2025 and 2024, the Company had the following sources of revenue and other income:
(In thousands of dollars)
Three months ended June 30,
Six months ended June 30,
2025
2024
2025
2024
Royalty revenue
$
5,767
$
5,083
$
13,512
$
10,687
Option and other property income
284
492
587
680
Interest income
188
430
562
878
Total revenue and other income
$
6,239
$
6,005
$
14,661
$
12,245
The following is the reconciliation of adjusted revenue and other income and adjusted royalty revenue:
Three months ended June 30,
Six months ended June 30,
(In thousands of dollars)
2025
2024
2025
2024
Revenue and other income
$
6,239
$
6,005
$
14,661
$
12,245
SLM California royalty revenue
$
5,727
$
6,442
$
12,762
$
11,247
The Company’s ownership %
42.7
42.7
42.7
42.7
The Company’s share of royalty revenue
$
2,447
$
2,753
$
5,453
$
4,806
Adjusted revenue and other income
$
8,686
$
8,758
$
20,114
$
17,051
Royalty revenue
$
5,767
$
5,083
$
13,512
$
10,687
The Company’s share of royalty revenue
2,447
2,753
5,453
4,806
Adjusted royalty revenue
$
8,214
$
7,836
$
18,965
$
15,493
Reconciliation of Adjusted Cash Flows from Operating Activities:
Three months ended June 30,
Six months ended June 30,
(In thousands of dollars)
2025
2024
2025
2024
Cash provided by (used in) operating activities
$
6,892
$
(514
)
$
8,181
$
513
Caserones royalty distributions
2,086
1,855
3,703
3,489
Adjusted cash flows from operating activities
$
8,978
$
1,341
$
11,884
$
4,002
Reconciliation of EBITDA and Adjusted EBITDA:
Three months ended June 30,
Six months ended June 30,
(In thousands of dollars)
2025
2024
2025
2024
Income (loss) before income taxes
$
1,486
$
(3,430
)
$
3,368
$
(5,665
)
Finance expense
516
1,080
1,197
2,145
Depletion, depreciation, and direct royalty taxes
1,063
1,369
3,392
3,788
EBITDA
$
3,065
$
(981
)
$
7,957
$
268
Attributable revenue from Caserones royalty
2,447
2,753
5,453
4,806
Equity income from investment in SLM California
(1,334
)
(1,411
)
(3,014
)
(2,208
)
Share-based payments
464
1,354
1,691
1,543
Gain on revaluation of investments
(720
)
(1,142
)
(1,466
)
(1,226
)
Loss on sale of marketable securities
550
1,535
896
1,946
Foreign exchange (gain) loss
(413
)
139
(620
)
255
Loss on revaluation of derivative liabilities
400
66
562
107
Gain on revaluation of receivables, net
(176
)
–
(176
)
–
Other losses
31
2,326
31
2,326
Impairment charges
635
–
736
45
Adjusted EBITDA
$
4,949
$
4,639
$
12,050
$
7,862
Reconciliation of GEOs:
Three months ended June 30,
Six months ended June 30,
(In thousands of dollars)
2025
2024
2025
2024
Adjusted royalty revenue
$
8,214
$
7,836
$
18,965
$
15,493
Average gold price per ounce
$
3,279
$
2,338
$
3,029
$
2,198
Total GEOs
2,505
3,352
6,261
7,047
[1] Refer to the “Non-IFRS financial measures” section below and on page 26 of the Q2 2025 MD&A for more information on each non-IFRS financial measure. These non-IFRS measures are not standardized financial measures under the financial reporting framework used to prepare the financial statements to which the measures relates and might not be comparable to similar financial measures disclosed by other issuers.
[2] Assumed commodity prices of $3,033/oz gold and $4.23/lb copper based on CIBC Global Mining Group’s Consensus Commodity Price Forecasts (“Consensus Pricing”) published on July 1, 2025, which the Company believes to be reliable for the purposes of guidance.
[3] Assumed commodity prices of $2,668/oz gold and $4.26/lb copper based on CIBC Global Mining Group’s Consensus Commodity Price Forecasts (“Consensus Pricing”) published on March 3, 2025, which the Company believes to be reliable for the purposes of guidance.
[4] Refer to the “Non-IFRS financial measures” section below and on page 26 of the Q2 2025 MD&A for more information on each non-IFRS financial measure.
[5] Refer to the “Non-IFRS financial measures” section below and on page 26 of the Q2 2025 MD&A for more information on each non-IFRS financial measure.
